**EXHIBIT 10.57**

 

[Form of] 

 

**REVOLVING NOTE**

 

 

FOR VALUE RECEIVED, the undersigned,(“**Borrowers**”), hereby promise to pay to the order of [            ] (the “**Lender**”) on the Revolving Maturity Date (as defined in the Credit Agreementreferred to below), in lawful money of the United States and in immediately available funds, the principal amount of the lesser of (a)             DOLLARS($            ) and (b) the aggregate unpaid principal amount of all Revolving Loans of the Lender outstanding under the Credit Agreement referred to below. Borrowersfurther agree to pay interest in like money at such office specified in Section 2.13 of the Credit Agreement on the unpaid principal amount hereof from time to time from the date hereof at the rates, and on the dates, specified inSection 2.06 of such Credit Agreement. 

 

The holder of this Note mayendorse and attach a schedule to reflect the date, Type and amount of each Revolving Loan of the Lender outstanding under the Credit Agreement, the date and amount of each payment or prepayment of principal hereof, and the date of each interest rateconversion or continuation pursuant to Section 2.08 of the Credit Agreement and the principal amount subject thereto; *provided* that the failure of the Lender to make any such recordation (or any error in such recordation) shall notaffect the obligations of Borrowers hereunder or under the Credit Agreement. 

 

This Note is one of the Notes referred to in the Credit Agreement dated as of July 19, 2005, (as amended, amended and restated, supplemented or otherwise modified from time to time, the “**Credit Agreement**”) amongBearingPoint, Inc. and BearingPoint, LLC (“**Borrowers**”), the Guarantors (such term and each other capitalized term used but not defined herein having the meaning given it in Article I of the Credit Agreement), the Lenders, UBSSecurities LLC, as lead arranger, UBS AG, Stamford Branch, as administrative agent (in such capacity, “**Administrative Agent**”) for the Lenders, UBS Loan Finance LLC as Swingline Lender and General Electric Capital Corporation, ascollateral agent (“**Collateral Agent**”), is subject to the provisions thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. Terms used herein which are defined in the Credit Agreementshall have such defined meanings unless otherwise defined herein or unless the context otherwise requires. 

 

This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties andassets in which a security interest has 

been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the securityinterest and each guarantee was granted and the rights of the holder of this Note in respect thereof. 

 

Upon the occurrence and during the continuation of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be,immediately due and payable, all as provided therein. 

 

All parties now andhereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. 

 

**THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDITAGREEMENT. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT.**

 

**THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THEAPPLICATION OF THE LAWS OF ANOTHER JURISDICTION.**

 

[SignaturePage Follows] 

BEARINGPOINT, INC.

By:
 
 

Name:
  
Title:
  
BEARINGPOINT, LLC

By:
 BEARINGPOINT, INC., as managing member
By:
 
 

Name:
  
Title: